BRITISH VIRGIN ISLANDS
APPLICATION FOR SUMMARY JUDGMENT IN RESPECT OF ONLY PART OF CLAIM – CLAIM UNDER SECTION 184I OF BVI BUSINESS COMPANIES ACT, 2004 – EXCLUSION FROM EQUAL STATUS IN MANAGEMENT (1) IN BREACH OF EQUITABLE CONSTRAINTS ARISING FROM QUASI-PARTNERSHIP – ALTERNATIVELY (2) BREACH OF SHAREHOLDERS’ AGREEMENT – APPLICATION FOR SUMMARY JUDGMENT ONLY IN RESPECT OF ALLEGATION OF QUASI-PARTNERSHIP – CLAIM BASED ON BREACH OF SHAREHOLDERS’ AGREEMENT LEFT TO GO TO TRIAL IN ANY EVENT – UNDESIRABILITY OF ATTEMPT TO ELIMINATE ONLY PART OF CLAIM – PARTICULARLY A FACT INTENSIVE ONE – UNDERMINING THE OVERRIDING OBJECTIVE OF EXPEDITION AND SAVING OF EXPENSE – SIGNIFICANCE OF “NO PARTNERSHIP” AND “ENTIRE AGREEMENT” CLAUSES IN SHAREHOLDERS’ AGREEMENT – QUESTION WHETHER QUASI-PARTNERSHIP CAN EXIST IN A COMPANY THAT IS DEADLOCKED AT BOARD AND SHAREHOLDER LEVEL
This was Mr. Scriven and Mr. Pasikowski’s (the First and Second Defendant’s collectively the “Applicants”) Application for reverse summary judgment on the issue whether a quasi-partnership existed between them in relation to the business of Dragon Capital Group Limited (the “Company”). In support of its summary judgment application, the Applicant’s alleged that the allegation of quasi-partnership was so weak as to have no prospect of success because it was vague and unsupported by any relevant allegations of facts. In particular, the Applicant relied on the fact that the conduct of the parties was consistent with the terms of the articles of the association for the company and represented their equal shareholding and management control (i.e. the conduct of the Company’s affairs) was referable to the Company’s constitution and was nowhere near sufficient to establish an equitable partnership. The fact that the Claimant, Mr. Scriven and Mr. Shrimpton, had equal involvement in the conduct of the Company’s business was purely reflective of the constitutional arrangements that had been in place and not of a quasi-partnership. The Applicant also argued that the pleaded conduct fell short of the particularity required because it did not identify precisely the conduct out of which the understanding arose was not sufficiently pleaded.